Independent Study
by swaswj
Summary: While working late on their independent study report, Pence accidentally walks in on Olette at the usual place. Pence/Olette


_mf, foreplay, rom_

_Independent Study_

Pence grinned up at the bright night-time sky as he walked down the streets. On impulse, he turned his camera skyward to take a picture of the half-full moon and the glittering stars, just past the tops of the roofs. Hayner'd probably make a sarcastic comment about wasting film, but it'd be worth it, he thought. The photo slid out from the front and he shook it lightly.

He let out a quiet yawn. He hadn't expected to be out this late, but with only a few more days left of summer, he wanted to get this report out of the way as soon as possible. If he could finish tonight, Olette and Hayner could make copies and then they'd all be free for the last couple days.

_Or maybe,_ he thought with a grin, _I'll give the report to Olette and let Hayner do his own_.

Tired from walking uphill toward their usual place, Pence paused outside the curtain to their hideout, trying to catch his breath. Self-consciously, he rubbed at the DogStreet jersey over his ample belly, but the shrugged and stood up straight. He straightened his sweatband under his spiky hair.

Pence reached up to push the curtain aside when he thought he heard something. It was kind of like heavy breathing, and for just a second he thought it was an echo. Then he came to his senses and realized someone else was in their hideout. Was it Seifer and his gang..?

_Whoever it is,_ he thought, eyebrows drawing forward, _they better not be messing around!_

He knew that he wasn't that good in a fight, but... he looked at the camera in his hand. Pence smirked: if he could catch a snapshot of the culprit, he could get them in trouble. If it really was Seifer, he'd love to see the look on his face at getting grounded for the last days of summer vacation.

Still grinning, Pence threw the curtain aside and jumped into the alleyway, flashing a picture. "Ha!" he yelled triumphantly.

A girl shrieked and then there was a dull thud.

Pence blinked in surprise. He hadn't gotten a good luck in the dark room, but that sounded like... "Olette..?"

"Pence..?" she cried out, a mixture of embarrassment and relief. Her head popped up from the opposite side of the sofa. The dim starlight filtering through the grates overhead didn't do much to illuminate her, but Pence could still see her face practically glowing red.

"What are you doing here?" they both asked simultaneously.

Pence shook his head, feeling horrible about himself for scaring her. "Sorry, Olette. I thought Seifer's gang was in here."

Olette came out from behind their sofa, hiking her yellow capris up. She still had on the orange cami with the white flowers that she was wearing earlier. "Well I thought that was them barging in here!"

Pence scratched the back of his head self-consciously. "Sorry again." He looked around at the room. There were no outlets, so they couldn't plug in any lights. The two teens walked over toward each other, standing under one of the open grates overhead. Looking at her sweet face bathed in the starlight, Pence couldn't help but smile stupidly.

Olette, cheeks still a little red, poked his shoulder. "So how come you're out here so late, anyway?"

He hesitated a moment. Pence had wanted it to be a surprise, but he didn't want to lie to her, either. Besides, she could probably see right through him. "I got a few more photos of the Seven Wonders. I was coming here to get the rest of the pictures we took earlier so I could put the report together."

Olette's mouth opened in surprise. "Pence!" she said incredulously, pushing his shoulder once more, "We're supposed to work on that _together_!" She grinned, then, glancing away briefly. "You're not going to get away with that, mister!"

Pence tried not to laugh and stammered to explain himself but Olette put a finger to his lips, silencing him with a smile. "You're really cute when you try so hard, you know?" she asked him, clasping her arms behind her back.

_Cute?_ Pence thought in frustration. He wasn't that tall, but he was big, and his shoulders were broad. Even if he wasn't athletic, he was kind of strong! Why not 'amazing,' 'awesome,' or even just 'cool?' "Olette," he started, "I'm not--"

She leaned forward and kissed his cheek.

Both of their faces flushed bright red. Looking back at her shy smile, looking into her green eyes with the stars sparkling in them, he conceded the point. "I guess 'cute' isn't so bad," he admitted, that stupid grin on his face again.

Rubbing his cheek, Pence remembered the last picture he took. It was hanging out of the camera. "Hey wait a second," he said, realizing something. "You never said what _you_ were doing here," he accused playfully.

Sitting here getting on to him when she'd probably had the same idea all along!

Laughing as she struggled to find an excuse -- thinking he already knew the truth -- Pence pulled the photo out and gave it a few quick shakes. Olette suddenly realized what he was doing and lunged for the picture, crying out, "No! Don't!"

A sliver of moonlight fell right on the picture. Pence looked at it, dumbfounded. Abruptly coming back to his senses, Pence jerked in surprise, dropping the photo and quickly turning away to hide the tent starting to form.

The photo showed Olette sitting on the arm of the sofa with one hand down the front of her capris.

"Oh wow, I'm so sorry, Olette!" he said, afraid to look at her. His face by now was beet red and he was sure that hers was the same. _Well, I guess that explains the noises_, he thought involuntarily, only dragging his imagination further in the wrong direction.

Now that he'd seen the picture, Pence suddenly became aware of a faint smell in the room. Was that also imagined..?

"Why do you keep apologizing?" Olette asked, sounding on the verge of tears.

He didn't want her to see the bulge forming in the front of his pants -- and thus the impure thoughts he was having about her -- but he couldn't ignore the sound of those threatening tears. Pence turned back toward her, seeing that she had her hands covering her scarlet face.

"I just.. well, I... wrong place..." he stammered out, not sure what to actually say. Pence put his hands on her shoulders, trying to get her to look at him. "I should have knocked!" he finally said. _Yeah, knock on a curtain, doofus,_ he thought sarcastically.

Olette giggled. "You can't knock on a curtain, silly!" Even if it was at his expense, Pence was glad that she felt a little better. He smiled warmly at her, and then they both looked away shyly. Olette cleared her throat, and then asked, "Did you want to work on that report after all..?"

Pence smiled. "Sure. Let's just round up the photos. Did we leave any notes here?"

"I think there's some over here!" Olette went over to the sofa, leaning over the arm (the opposite arm from before) to grab a thin notebook. Seeing her bent over, Pence quickly looked away, trying not to think of Olette that way.

Not that he wouldn't like that, of course. He just knew that a girl as pretty as her would never fall for a tubby guy like him. They were best friends, though, and he was very happy with that.

Olette, smiling, stepped over and handed him the notebook. Pence went to grab it, and realized she was holding it out with _that_ hand. As quickly as he told himself, _Stop thinking like that!_ the undesired effect had already occurred. The brown-haired girl gasped and then quickly turned aside, her face turning as red as Pence's.

Pence apologized profusely, turning around himself. _Think of... sports! School! Struggle!_ he ordered himself. _She's never going to speak to me again!_ he thought, feeling the onset of despair.

He needed to cut his losses before he got any further behind!

"This... is really awkward," he said without turning around. There was no reply, and he wondered if she was even still there. "Maybe we should just go to bed and try again tomorrow?" he asked hopefully, praying she would still want to see him by then.

"No, no, we can't do that," Olette said, again sounding like she was close to crying. "I don't want to ruin what you had planned, Pence. I'm sorry, this is all my fault!"

Pence, always quicker to blame himself, immediately started protesting. "This isn't your fault at all, Olette. I'm the stupid one for trying to sneak around and do our group project myself!" He paused. "I mean, you're my best friend... I should have at least told you."

Olette was silent for a long moment. Pence could feel a cold sweat on his brow. "Pence," she said finally. "Were you...thinking...of me..?"

Pence blushed furiously once more, but again he didn't want to lie to her. He knew he should, though! "I'm sorry, Olette," he said again, instead of directly answering, "It's just that you're so pretty and sw--"

"You think I'm pretty..?" she asked, sounding surprised.

"Prettiest girl in Twilight Town," he replied. _Oh crap, why did I say that out loud?_

Pence about jumped out of his skin when Olette wrapped him in a fierce hug from behind. "And you're the sweetest, cutest, guy in Twilight Town," she told him, tightening her arms around him.

Utterly confused, Pence tried to protest again. "But I'm not--" She kissed his cheek again. A stupid smile spread across his face and he decided to keep his mouth shut. He had _no_ idea what just happened, but he was glad that everything seemed ok!

Pence turned around in her arms and gave the girl a strong hug of his own, lifting her off her feet while she giggled. It felt weird, yet so right to hold her in his arms, even for just a second. He was happier still that she didn't seem to mind, after he thought she'd never want anything to do with him again.

He looked into her vibrant green eyes and wished he could kiss her.

They were just friends, though. He released his hold on her, and then looked at the dim room around them. "Hey Olette," he said, "It may be better if we started on this tomorrow after all. There's not enough light to work on it here, and neither of us can have friends over this late, so..." The nervous teen paused. "Would you like me to walk you home?'

Olette looked away, biting her lip nervously. It looked like her face might have been turning red again when she tightened her hold on his waist and pulled him closer. "Pence," she practically whispered, "if I went home right now, I wouldn't be able to finish...what I started."

The boy's eyes widened, surprised by her bluntness and the effect it had on him. "Oh! Oh, ok, I see. I'm sorry, I'll get out of your way now," he stammered, turning toward the curtain.

Olette grabbed his hand as he turned, lightly holding him back. She looked everywhere but at him, seeming like she was struggling to find something to say. Pence started to pull away, thinking it would be better for him to just leave, but then she finally spoke. "Maybe you can stay andwecansomethingsomethingtogether..."

Confused, Pence blinked. She'd spoken so quickly he wasn't sure he'd made out exactly what she said, but her first words caught in his head: "Maybe you can stay."

Pence looked at her indecisively, hoping yet not willing to believe what she was suggesting, or what that might hint toward her feelings. In answer to his unspoken question, Olette came up to him and hugged him again, but it was different in a hard-to-define way. This wasn't a glad-I-didn't-mess-up-our-friendship hug.

This was something different, in a good way.

Olette rested her head on the shorter teen, not letting go of him. After his initial surprise, Pence wrapped his arms around her, more tenderly than before. He inhaled the faint flowery scent of her shampoo, nearly faded this late in the day.

"Pence," she asked softly, her voice threatening to break. "Do you really like me? And you really think I'm pretty?"

The teen blinked in surprise. He wanted to pull back and look into her eyes, but she tightened her grip on him. Nervously, he told her, "I've always liked you, Olette. And I already told you how pretty you are."

Giving a brief, embarrassed laugh, Olette started to say, "I didn't mean just _like_, I meant..."

"I know what you meant, Olette," he said softly. He slowly mustered his courage and added, "I just know I'm not the kind of guy girls like."

Olette laughed out loud, lifting her head up to look at him. "What are you talking about, silly? You're sweet and funny and cute... and smart, too! You know how to have fun and you're always willing to help people out. What's not to like?"

"Come on," he said in disbelief. "I'm short and fat... I'm not athletic in the least. Unless we're talking about homework or something, I don't feel that confident either." He tugged at one strap of his jersey. "And I like _DogStreet_ on top of that."

"See!" Olette said with a small giggle. "That's the kind of humor I'm talking about. But," she said, taking a firmer tone and looking him sternly in the eye, "you aim _way_ too much of it at yourself." The girl looked off to the side, a slight smile quirking the corner of her mouth. "I've _really_ liked you for so long, Pence, but you never acted interested."

Pence shrugged self-consciously. "I never dared to believe you would like a fat kid like me," he said, still clinging to his insecurities even while he was calling himself an idiot for listening to them for so long.

"Stop that! You are _not_ fat, mister!" she replied, shaking a finger at him. "You're cuddly!" To illustrate her point, she hugged him tighter. Pence wasn't sure whether to feel embarrassed or flattered.

For that matter, he wasn't sure whether to feel cheated for having wasted the years without trying for this or overjoyed to find out she actually felt the same way he did. He wasn't sure whether to feel secure with her in his arms or worried that someone might walk in on them. He wasn't even sure whether to feel guilty at putting off the report or excited that he'd be working on it with Olette. He didn't know what to say, so he didn't say anything.

Instead, he leaned forward to kiss her -- and ended up bumping their noses together.

Olette's eyes widened and she started to giggle, but Pence quickly tried again before his bravado faded, this time pressing his lips against hers. It was a long, soft kiss, and it felt better than Pence had imagined it would... or _could_! The two teens closed their eyes, holding tightly to one another as they savored this incredible new feeling, and the surge of pent-up emotions finally unleashed.

And the surge of other things, apparently. Olette broke from the kiss first and looked down, face turning red. Immediately realizing what was happening, and what was pressing against her thigh, Pence's face went scarlet and he tried to back away. Olette wouldn't let him go.

"Err... again, Pence?" she asked nervously, sounding as amused as embarrassed. Olette shushed him as he began apologizing. "It's ok! I don't mind," she told him, despite her apparent discomfort.

The teen didn't want her to think that was all that was on his mind!

Olette coughed and mumbled something he couldn't hear. "What was that?" he asked, concerned.

In little more than a whisper she said, "I was feeling the same way about you."

Pence's eyes widened. "I didn't think girls really thought about stuff like that," he said.

Olette glanced away. "Well... I do," she told him simply.

Neither one said anything for a minute. Both young teens were nervous, and Pence realized he was really curious. More than that, though, he was still coming to terms with the fact that she was actually a little more than a friend. The feel, the taste, of her lips was burned into his memory.

"You know what? This is all wrong," he said gravely. Olette's eyes widened in shock.

Pence put his hands on her shoulders and walked her backward a few steps, until she stood directly under the grates overhead. Her face was bathed in faint silvery moonlight, almost seeming to glow. "That's better," he said with a wink, leaning up to kiss her one more time.

Her bright smile glowed even brighter just before their lips touched once more. They closed their eyes again and Pence wondered if it could get much better than this.

Breaking apart once more, the two teens smiled brightly at each other. "That was so corny," she told him fondly.

"Next time I'll brush my teeth first," he joked. She slapped his shoulder playfully.

Olette glanced down, where Pence's little problem was still in attendance. She blushed slightly, not nearly as much as before, and then looked at him worriedly. "Hey Pence..?" she started, trailing off.

He waited a minute but then prodded her to continue. "It's just..." she trailed off again, her blush growing brighter.

"Olette?"

"Do you think..." she paused for a second then looked into his eyes, "I could see it..?"

Pence blinked, not sure he'd heard her correctly. "You want to..?" he started to ask, hoping it was a mistake.

"Please, Pence," she asked, hitting him with sad little puppy-dog eyes.

That was low! The insecure teen sighed. He couldn't resist that look and she knew it, but... he wasn't sure he could do this. She was a _girl_ after all, and this wasn't right. But... he thought of the rapturous moment of their deep embrace, the feeling of her soft lips against his.

Face already scarlet just from thinking about it, Pence checked around the darkened area and then finally reached down and lowered his zipper. Besides, he told himself, maybe she'd let him see something, too. He was too timid to demand it of course, but fair was fair, right?

With one last sigh, Pence repositioned his shorts until his package popped out, just hoping she wouldn't laugh. He wasn't exactly confident in his specs.

The cute girl's face turned a little brighter as he finally revealed himself to her. She flashed him a grateful smile before leaning down to get a closer look. Olette pulled his hands to get him closer to the dim silvery light. "I didn't expect them to be so big," she said to herself, making Pence think she really had no idea what she was talking about.

She giggled. "Oh wow, it's getting bigger!" It was true; with the girl leaning down so close, it was hard not to get even more turned on. Pence closed his eyes, too embarrassed to meet her gaze.

"Have you seen enough now?" he asked, wishing he could crawl away in some hole now.

The girl giggled, and by the time Pence realized it came from behind him, she'd pounced on him with a strong -- for a girl -- bear hug. "You know," she whispered, "it's not as much fun if you only get to look."

Pence's eyes shot open. Before he could react, Olette reached past his belly and grabbed him.

"It's burning hot!" Olette whispered, surprised. Pence had no reply, stunned speechless by the sensation of someone's hand -- someone _else's_ hand, a pretty _girl's _hand -- being wrapped around him. He felt a furious pounding in his chest.

"I can't believe it's so hot," she murmured again, and then squeezed her hand down. "And hard, too!" Pence nearly fainted right there. Her hand seemed so smooth and delicate compared to his!

The girl began moving her hand up and down, and Pence sucked in a breath, trying to hold himself back. "Does this feel good..?" she asked nervously. As if in answer, his knees began quivering violently, and Pence struggled futilely to turn back the growing pressure in his loins. Olette giggled softly watching him and then gasped loudly when his member convulsed in her hand, shooting off across the room. "Oh my...I guess that's a yes!"

Pence panted sharply, trying to keep his balance with his knees still quivering. The pleasure that shot through him was unreal! He'd never felt anything that strong or gotten off that quickly. He wanted to apologize, to tell her it wasn't normally that quick! When he turned to look at Olette, he realized she didn't seem to care.

"That one went like three feet! Is that normal..?" she asked curiously. When the girl turned to look at him, Pence wrapped her in his arms and kissed her once more, passionately. Olette banged on his shoulder, getting him to let go. Confused, the teen started to apologize, but Olette sucked in a deep breath and then kissed him back harder.

At last, both short on breath, the two separated. Pence smiled stupidly, staring at this beautiful and unpredictable vision of sweetness in front of him. Olette pulled him back over to her, giving him a soft hug. "You liked that, huh?" she asked, seeming to be looking for approval.

"That was awesome, Olette," Pence told her seriously. She smiled and blushed. Putting her arms around his neck, Olette leaned forward and gave him a long, soft kiss. Slowly, she opened her eyes and pulled away.

"I'm glad," she said, looking away. "Because..." She trailed off.

Pence looked at her curiously, urging her to go on.

"Because... I was... hoping you could do the same..? For me..?" Olette saw the look of surprise on his face and was quick to add, "I mean, fair is fair, right?"

The boy, unsure how to respond, just nodded and kissed her hard. She had no idea that he would have gladly jumped off of the station tower if he thought she'd let him touch her down there! Of course, he would have done more than that to have her kiss him, too!

With two soft moans, the pair ended their kiss. "Was that a yes..?" Olette asked, smiling self-consciously.

"That was a yes," Pence replied, taking her hands and walking slowly backward toward the sofa. He plopped down on the seat, back against the armrest.

"Ooh!" Olette cried out, giggling as he pulled her into his lap. Figuring out where he was going, Olette flashed him a smile and then scooted back against his chest, stretching her legs out across the sofa cushions. The girl hesitantly unbuckled her yellow capri pants, pulling the zipper all the way down to reveal her sky blue panties. Olette slipped her thumbs into the hem of the pants, preparing to slide them off, but paused. Realizing she was afraid to go quite that far, Pence gave her a quick hug around her middle.

Olette turned to try and look at him. Pence slipped one hand under her shirt, gently rubbing at her taut lower belly. The teen felt his heart racing again. "It's ok, Pence," she whispered softly, sounding just as scared as he felt.

Slowly, the boy inched his hand inside her pants. His fingers slid smoothly over the soft cottony fabric of her panties. Olette let out a very soft sight as his hand rubbed lightly over the smooth front of her panties, slowly and hesitantly reaching further in.

He couldn't believe what he was doing. The teen felt like he might wake up at any moment. His hand was so close to the most private place of the girl he had longed for since the day they met! Pence kissed her cheek, his hand sliding down between her legs, gliding softly over the blue fabric. There, between her legs, the panties felt slightly damp.

That realization made Pence start growing hard once again. He blushed, but continued softly rubbing, loving the soft feeling of her underwear. Olette fidgeted in his lap, only arousing him further. The girl turned to look at him with shock, feeling him poking at her bottom. "Pence...," she whined softly.

Thinking he was going too far, the teen pulled back some, rubbing at the front of the panties again. Olette whined once more. Haltingly, she slipped her own hand in on top of his. She pulled his hand out and then, taking a deep breath, slid it back in -- on the _inside_ of her panties!

The stunned virgin held his breath. He stared at the pale blue panties covering the back of his hand, took in the softness of her skin, the warmth of her body. Gulping, Pence slid his hand further, fingers brushing over her patch of thin, silky hair. Olette whined almost inaudibly, and this time Pence recognized it as impatience, not discomfort.

Tentatively, he inched his fingers down between her legs. The girl gave a quiet gasp as his fingers passed over the front. Still watching for any signs of discomfort, Pence slowly roamed his fingers along her dampness. His fingers found her shallow groove, sensuously tracing his fingers along her warm opening.

"Uhnn, Pence..." she moaned, spreading her knees a little wider on the couch. The movement only further excited his revived member.

Getting a little bolder, Pence pressed down with his fingertips. He was surprised at the firmness -- he'd expected it to be soft down there. Olette began panting faster as his fingers explored. She laid her left arm over his, holding her waist, and twined her fingers with his.

In response, Pence grinned and kissed her cheek. Olette smiled brightly.

The teen pushed one fingertip against her opening. Olette gave a soft moan, pushing back against the finger. With some wiggling, Pence managed to slip his finger in to the first knuckle, causing the girl to gasp and then let out a long, "unnn." The folds clamped down hard on his finger, making it hard to go much deeper!

Pence, starting to a gain a little confidence, wiggled his finger lightly inside her, making her moans louder. He yanked the finger out and began rubbing all around the opening, his hands smeared in her cooling juices. "Does this feel good..?" he asked, dragging his finger along her firm slit.

"Ohhh," she moaned in reply, and then suddenly shrieked out, "Pence..!"

The teen stopped and looked at her worriedly, but she let out another gasp. Confused, he began rubbing again, finally realizing there was a small bump that was much more sensitive. The girl yelped each time he grazed it, which he was quick to take advantage of.

Grinning, Pence began rubbing her sex more aggressively. The girl squirmed and moaned under his ministrations, one leg dangling off the front of the couch and the other propped up on the back of it. Olette's fingers tightened on his, and she pushed helplessly against his fingers.

"Pence... faster... please..!" she cried out, the slippery juices flowing from her. Pence once more pressed his fingertip against her opening, slipping it in to one knuckle, the girl once again tightening down on him with a longing cry.

His heartbeat racing, Pence leaned forward and kissed Olette's neck, causing her to give a surprised shriek and then a giggle. "Pence..!" she cried out, reaching back with her free arm to half-hug him. She held his head in place as she craned her head back in an awkward but passionate kiss, intensified by the sensations of Pence's finger in her.

Olette broke the kiss first. She was panting desperately, lolling her head back as she lifted her hips from his lap, trying to push harder against his fingers. Leaning hard against his chest, the girl whimpered and moaned as Pence worked his hand over her smooth and sensitive skin.

"Uhnnnn..! Pence, don't stop!" she whispered with need. Olette squeezed harder on his hand, which he held tight against her stomach to keep her in place. The girl writhed against him, wanting her release.

Pence kissed her neck again and again, his hand working harder, trying to bring the girl off. Her panties pulled tightly against the back of his hand, and her wiggling bottom had his hardness aching.

The teen couldn't believe that she could last this long, but was even more amazed at how strong the feelings seemed to be! "Ohh... faster!" Pence felt along her taut skin, slipping through her juices as she continued her panting moans. The girl let out another shrill yelp as he found what he was looking for.

"Ha!" he exclaimed reflexively as his fingers flicked across the small bean. Olette's entire body went rigid and then she jerked as if struck by lightning. Grinning, Pence began rubbing harder, pressing his fingers into her sensitive skin, rubbing his thumb in a circle around her little nub.

"Oh... uhn... oh, Pence..!" the girl cried out. Her words became little more than animal grunts and groans. Pence held her tightly with his other hand, his heart racing almost as fast as hers seemed to be. He worked her faster, trying to make her feel just as good as he had.

Finally, it happened. Her entire body went rigid and her hand tightened on his in a death grip. Pence quickly covered her mouth with his as she started to scream in ecstasy, moaning as he tasted her hot mouth again. He kept rubbing his hand softly over her girlhood as she writhed uncontrollably against him.

"Oh.. wow... ohhhh that felt so..." Olette moaned, half-incoherently, and then cut herself off by kissing Pence hard again. Her body settled down as she kissed the boy, both of them moaning longingly.

They separated to catch a breath, and Pence grinned at her. "So," he gasped out, "I guess... that means... you liked it?"

Grumbling playfully, the girl turned around onto all fours and kissed him even harder, his hand slipping out from inside her now-soaked blue panties. He leaned back helplessly against the armrest as she kissed him. At last, she pulled away slightly, the two teens looking at each other only inches apart, breathing heavily.

"You know," Pence said breathlessly, "I love the way you say yes!" Olette giggled and then he added, "Does two plus two equal four?"

Giving another cute laugh, Olette leaned forward and kissed his cheek. "Aww, that's all?" he asked, acting disappointed.

"More interesting questions," she told him playfully, "will get you more interesting answers."

Pence smiled at her, wrapping his arms around her and pulling her closer. "In that case," he said, "don't you think that I'm now the luckiest guy in Twilight Town?"

"Much better," Olette told him, blushing once more. She leaned forward and kissed him long and soft. Pence's silly grin spread across his face. He could get used to this!


End file.
